Steven Schuurman

About Steven Schuurman

Steven Schuurman (age 49) is Elastic’s co-founder, a long-serving non‑executive director since July 2012, and Elastic’s former CEO (July 2012–May 2017). He holds a B.Sc. in Electrical Engineering from TH Rijswijk (The Hague University of Applied Sciences). The board cites his deep understanding of Elastic’s business, operations, and strategy as core credentials, and he was nominated and appointed to a new three‑year board term expiring at the 2028 AGM .

Past Roles

Organization	Role	Tenure	Committees/Impact
Elastic N.V.	Co‑founder	Since 2012	Founding perspective leveraged in board service
Elastic N.V.	Chief Executive Officer	Jul 2012 – May 2017	Led company through early growth; board cites strategic/operational insight
Elastic N.V.	Non‑Executive Director	Jul 2012 – present	Reappointed at AGM to 2028 term

External Roles

Organization	Role	Tenure	Committees/Impact
Various private companies	Director; private investor	Ongoing (not individually disclosed)	Not specified

Board Governance

Structure and tenure
- Non‑executive director; independent under NYSE/Elastic guidelines .
- Current term expired at 2025 AGM and was reappointed to a term ending at the 2028 AGM .
Committee assignments
- Not listed as a member or chair of the Audit, Compensation, or Nominating & Corporate Governance Committees in 2025; committee composition shown excludes Schuurman .
Attendance and engagement
- In FY2025, the board held four meetings; all directors attended at least 75% of board and applicable committee meetings, and all nine directors attended the Oct 1, 2024 AGM .
Key committee workloads (context)
- Audit Committee: 8 meetings; oversees financial reporting, internal control, cyber risk, tax/treasury, and related‑party review .
- Compensation Committee: 4 meetings; oversees exec and director comp, advisors retained (Compensia, Semler Brossy), independence validated with no conflicts .
- Nominating & Corporate Governance Committee: 2 meetings; board composition, evaluations, ESG oversight .

Fixed Compensation

Fiscal Year	Board Retainer (Cash)	Committee/LID Fees (Cash)	Total Cash	Equity RSUs (Grant Date FV)	Notes
FY2025	$35,000	$0 (no committee roles/LID)	$35,000	$0 (ineligible ≥2% ownership)	Policy cash rates: Board $35k; LID $20k; Audit Chair $25k; Audit member $10k; Comp Chair $15,525; Comp member $8k; NCG Chair $11k; NCG member $5k

Equity grant policy: Non‑executive directors receive automatic RSU grants (initial and annual) with ~$200k grant date FV, except those who beneficially own >2% of share capital or are partners/members of VC firms owning >2%. Awards vest on the earlier of one year or the day prior to the next AGM; full vesting on change‑in‑control applies to director awards under the Stock Plan .

Performance Compensation

Component	FY2025 Detail	Metrics/Terms
RSUs	None (ineligible due to >2% ownership)	N/A
Options	None	N/A
Change‑in‑Control (if applicable to directors with awards)	Director RSU awards fully vest; performance awards deemed achieved at 100% target if still serving at transaction close	Structural vesting provision; not applicable to Schuurman in FY2025 (no awards)
Clawbacks	Dutch policy allows adjustment/clawback of variable remuneration for executive and non‑executive directors if paid on incorrect information; NYSE/SOX clawbacks maintained	Governance control

Other Directorships & Interlocks

Category	Disclosure
Current public company boards	Not disclosed for Schuurman
Private company boards	Serves on boards of various private companies
Compensation committee interlocks	FY2025 disclosure: no interlocks involving Compensation Committee members (context; Schuurman not a member)

Expertise & Qualifications

Co‑founder and former CEO, providing deep knowledge of Elastic’s technology, strategy, and operations .
B.Sc. in Electrical Engineering (technical rigor) .
Board maintains a skills matrix spanning industry/IT expertise, cloud scaling, financial acumen, cybersecurity, human capital, and governance to ensure effective oversight; Schuurman is included among nominees/continuing directors evaluated by this matrix .

Equity Ownership

Holder	Shares Owned	RSUs Vesting ≤60 Days	Options Exercisable ≤60 Days	Total Beneficial Ownership	% of Outstanding	Ownership Vehicle / Control
Steven Schuurman	6,004,600	0	0	6,004,600	5.7% (106,270,940 shares o/s)	Held by CMXI B.V.; Schuurman (controlling shareholder of CMXI) has sole voting/dispositive power

Ownership guidelines: Non‑executive directors must hold shares equal to 5x annual cash retainer (5 years to reach, ongoing compliance monitored); Schuurman’s holdings far exceed minimum .
Hedging/pledging: Company prohibits hedging and pledging of Elastic securities .
Pledging status: No pledging disclosed for Schuurman in the proxy tables .

Governance Assessment

Strengths
- Independent non‑executive director status affirmed under NYSE and DCGC‑aligned policies .
- Strong ownership alignment: 6.0M shares (5.7%); exceeds director ownership guidelines .
- No director equity grants (RSUs/options) due to >2% ownership—a conservative approach that avoids incremental equity dilution or potential conflicts .
- Attendance and engagement: board held 4 meetings; all directors met ≥75% participation and attended AGM .
- Robust governance controls: clawbacks on variable pay, prohibition on hedging/pledging, independent comp advisors with no conflicts, and clear committee charters .
- Shareholder signals: Schuurman’s reappointment approved; say‑on‑pay received a solid majority (For 67.1M vs Against 11.0M) .
Watch items / potential conflicts
- Significant ownership and founder status can concentrate influence; however, the board determined no material relationships compromising independence .
- Not serving on key committees limits direct involvement in audit/compensation/governance deliberations; ensure continued engagement through full board oversight .
Net view
- High “skin‑in‑the‑game” alignment, independence affirmed, and consistently sound governance practices support investor confidence. Monitor any future related‑party transactions (Audit Committee oversees such reviews) and sustained board engagement given non‑committee status .

Voting Outcome Highlights (AGM Sept 30, 2025): Schuurman reappointed (For 50,528,499; Against 27,595,580; Abstain 92,635) and say‑on‑pay approved (For 67,123,915; Against 10,992,496; Abstain 100,303) .